Wishbone Gold PLC - Final Results for the year ended 31 December 2023

Consolidated Statement of Cash Flows
for the year ended 31 December 2023

 

	Note	2023		2022
		£		£
Cash flows from operating activities
Loss before tax		(1,269,962)		(1,140,210)
Reconciliation to cash generated from operations:
Write-off of receivable				34,505
Foreign exchange loss/gain		(404,400)		23,263
Operating cash flow before changes in working capital		(1,674,362)		(1,082,442)
Decrease/(increase) in receivables		82,895		(201,828)
(Decrease)/increase in payables		(24,000)		496,922
Net cash flows used in operations		(1,615,467)		(787,348 )
Cash flows from investing activities
Acquisition of intangible assets		(1,644,710)		(3,119,926)
Net cash flows used in investing activities		(1,644,710)		(3,119,926)
Cash flows from financing activities
Issue of shares for cash	12	1,842,440		2,375,000
Net cash flows from financing activities		1,842,440		2,375,000
Effects of exchange rates on cash and cash equivalents, including effects of foreign exchange reserve		(21,939)		(12,371)
Net decrease in cash and cash equivalents		(1,439,676)		(1,544,645)
Cash and cash equivalents at 1 January		1,457,902		3,002,547
Cash and cash equivalents at 31 December		18,226		1,457,902

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The notes on pages 26 to 42 form part of these financial statements.

Company Statement of Cash Flows
for the year ended 31 December 2023

 

 

	Notes	2023		2022
		£		£
Cash flows from operating activities
Loss before tax		(1,206,491)		(1,010,653 )
Reconciliation to cash generated from operations:
Write-off of receivables		-		(10,623)
Operating cash flow before changes in working capital		(1,206,491)		(1,021,276)
(Decrease)/increase in receivables		24,775		(167,313)
(Decrease)/increase in payables		(34,367)		29,433
Net cash flows used in operations		(1,216,083)		(1,159,156)
Cash flows from investing activities
Increase in funding to subsidiaries		(1,855,595)		(2,411,869)
Net cash flows used in investing activities		(1,855,595)		(2,411,869)
Cash flows from financing activities
Issue of shares for cash	12	1,842,440		2,375,000
Net cash flow from financing activities		1,842,440		2,375,000
Net decrease in cash and cash equivalents		(1,229,238)		(1,196,025)
Cash and cash equivalents at 1 January		1,234,703		2,430,728
Cash and cash equivalents at 31 December		5,465		1,234,703

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The notes on pages 26 to 42 form part of these financial statements.

Notes to the Consolidated Financial Statements
for the year ended 31 December 2023

1. General Information

The consolidated financial statements of Wishbone Gold Plc (the "Company") and its subsidiaries (the "Group") for the year ended 31 December 2023 were authorised for issue in accordance with a resolution of the Company's directors on    28 June 2024.

The Company was incorporated in Gibraltar under the name of Wishbone Gold Plc as a public company under the Gibraltar Companies Act 2014. The authorised share capital of the Company is £8,000,000 divided into 8,000,000,000 shares of £0.001 each. The registered office is located at Unit 5A,3 Irish Place, Irish Town, GX11 1AA, Gibraltar.

Further share allotments have been made as disclosed in note 12.

2. Accounting Policies

Basis of preparation

The financial statements of the Group have been prepared in accordance with United Kingdom adopted International Financial Reporting Standards ("IFRS") applied in accordance with the provisions of the Gibraltar Companies Act 2014 ("the Act").

In accordance with the Gibraltar Companies Act 2014, the individual statement of financial position of the Company has been presented as part of these financial statements. The individual statement of comprehensive income has not been presented as part of these financial statements as permitted by Section 288 of the Act. The individual statement of comprehensive income of the Company shows a loss for the year of £1,206,491 (2022: £1,010,653).

IFRS is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC"). The accounts have been prepared on the basis of the recognition and measurement principles of IFRS that are applicable for the year commencing 1 January 2022.

The consolidated financial statements have been prepared under the historical cost convention. The principal accounting policies set out in the succeeding pages have been consistently applied to all years presented other than changes from the new and amended standards and interpretations effective from 1 January 2023.

Going concern

The Group has incurred losses during the financial years ended 31 December 2023 and 31 December 2022.

In June 2020, the Group fundamentally changed its strategy and re-focused on exploration in Australia. Initially, this was on the existing properties in Queensland but during the latter part of 2020, early 2021, and also late 2022, the Group took options over and acquired additional properties in Western Australia.

The presentation of this new strategy was received extremely well by the markets with the Company's market capitalization rising from £1.25m in June 2020 to over £30m by June 2021. This has enabled the Company to raise £1.842m in 2023 (2022: £2.375m).

The Directors have reviewed the financial condition of the Group since 31 December 2023 and have considered the Group's cash projections and funding plan for the 12 months from the date of approval of these financial statements.  The Group's current cash situation without any additional funding can sustain the Company for at least the next twelve months. This can of course be adjusted in accordance with the results. All exploration is inherently unpredictable as to the final outcome.

The Company has also demonstrated that it has the ability to raise capital for its new strategy that it may require to accelerate the exploration program if it desires. 

The Board of Directors is confident that the Group has access to sufficient funds to enable the Group to meet its liabilities as and when they fall due for at least the next twelve months and also to continue full operations in exploration.

Notes to the Consolidated Financial Statements
for the year ended 31 December 2023

2. Accounting Policies - continued

Basis of consolidation

The Group's consolidated financial statements incorporate the financial statements of the Company and its subsidiaries prepared at 31 December each year. Control is achieved where the company has power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group.

All intra-group transactions and balances and any unrealised gains and losses arising from intra-group transactions are eliminated in preparing the consolidated accounts.

In the parent company financial statements, the investment in the subsidiaries is accounted for at cost.

Functional and presentational currencies

The individual financial information of the entity is measured and presented in the currency of the primary economic environment in which the entity operates (its functional currency).

As at 1 January 2021, the functional currency of the Company is the Pounds Sterling ("£"). The Board of Directors considered that the Group's source of funding is predominantly £ denominated. As a result, the Directors have determined that £ is the currency which best reflects the underlying transactions, events and conditions relevant to the Group with effect from 1 January 2021 ("the effective date of the change").

In accordance with IAS 21 'The Effect of Changes in Foreign Exchange Rates', the effect of a change in functional currency is accounted for prospectively. All items were translated at the exchange rate on the effective date of the change. The resulting translated amounts for non-monetary items are treated as their historical cost. Share capital and premium were translated at the historic rates prevailing at the dates of the underlying transactions.

The effects of translating the Company's financial results and financial position into £ were recognized in the foreign currency translation reserve.

The financial statements are presented in £ including the comparative figures. All amounts are recorded in the nearest £, except when otherwise indicated.

Business combinations and goodwill

On acquisition, the assets and liabilities, and contingent liabilities of subsidiaries are measured at their fair values at the date of acquisition. Any excess of cost of acquisition over the fair value of identifiable net assets acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the fair value of identifiable net assets acquired (i.e., discount on acquisition) is credited to the income statement in the period of acquisition. Goodwill arising on consolidation is recognised as an asset and reviewed for impairment at least annually. Any impairment is recognised immediately in the income statement and is not subsequently reversed.

 

Notes to the Consolidated Financial Statements
for the year ended 31 December 2023

2. Accounting Policies - continued

Exploration and evaluation assets

Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is made. Exploration and expenditure ceases after technical feasibility and commercial viability of extracting a mineral resource are demonstrable.

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation. Cost is depreciated on a straight-line basis over their expected useful lives as follows:

Machinery                            15% per annum

Investments

Investments in group undertakings

Investments in group undertakings are measured at cost less any impairments arising should the fair value after disposal costs be lower than cost.

Impairment of non-financial assets

At each year end date, the Group reviews the carrying amounts of its non-financial assets, which comprise of investments, tangible and intangible assets, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the assets is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less cost to sell, and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset, for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash generating unit) in prior periods. A reversal of impairment loss is recognised in the income statement immediately.

In 2023, the Company did not recognise additional impairment of its related party loans (2022: £Nil).

 

Notes to the Consolidated Financial Statements
for the year ended 31 December 2023

2. Accounting Policies - continued

Foreign currencies

The consolidated financial statements are presented in Gibraltar Pounds Sterling ("£"), the presentation and functional currency of the Company. All values are rounded to the nearest £. Transactions denominated in a foreign currency are translated into £ at the rate of exchange at the date of the transaction or using the average rate for the financial year. At the year-end date, monetary assets and liabilities denominated in foreign currency are translated at the rate ruling at that date. All exchange differences are dealt with in the income statement.

On consolidation, the assets and liabilities of foreign operations which have a functional currency other than £ are translated into £ at foreign exchange rates ruling at the year-end date. The revenues and expenses of these subsidiary undertakings are translated at average rates applicable in the period. All resulting exchange differences are recognised as a separate component of equity. Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation are recognised in the consolidated statement of comprehensive income and disclosed as a separate component of equity, such foreign exchange gains or losses are reclassified from equity to the income statement on disposal of the net foreign operation. The same foreign exchange gains or losses are recognised in the stand-alone income statements of either the parent or the foreign operation.

In the statement of cash flows, cash flows denominated in foreign currencies are translated into the presentation currency of the Group at the average exchange rate for the year or the prevailing rate at the time of the transaction where more appropriate.

The closing exchange rate applied at the year-end date was AUD 1.87 per £1 (2022: AUD 1.7758). The average exchange rate applied at the year-end date was AUD 1.87  per £1 (2022: AUD 1.7767 ).

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker as required by IFRS 8 "Operating Segments". The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors.

The accounting policies of the reportable segments are consistent with the accounting policies of the Group as a whole. Segment loss represents the loss incurred by each segment without allocation of foreign exchange gains or losses, investment income, interest payable and tax. This is the measure of loss that is reported to the Board of Directors for the purpose of the resource allocation and the assessment of the segment performance.

When assessing segment performance and considering the allocation of resources, the Board of Directors review information about segment assets and liabilities. For this purpose, all assets and liabilities are allocated to reportable segments (note 4).

 

Notes to the Consolidated Financial Statements
for the year ended 31 December 2023

2. Accounting Policies - continued

Revenue recognition

The Group earns its revenues only from gold trading, which is recognised at a point in time. Revenue is recognised when control of a good or service transfers to a customer. A new five-step approach is applied before revenue can be recognised:

identify contracts with customers;

identify the separate performance obligation;

determine the transaction price of the contract;

allocate the transaction price to each of the separate performance obligations; and

recognise the revenue as each performance obligation is satisfied.

The revenue recognition under IFRS 15 is similar to how the Company has previously accounted for its revenues under the old revenue accounting standards.

Trade and other receivables

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost less provision for impairment.

Impairment of financial assets

The Group has adopted the expected credit loss model ("ECL") in IFRS 9. The ECL is to be measured through a loss allowance at an amount equal to:

•     the 12-month expected credit losses (ECL that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or

•     full lifetime expected credit losses (ECL that result from all possible default events over the life of the financial instrument).

The Group only holds cash and trade and other receivables with no financing component and therefore has adopted an approach similar to the simplified approach to ECLs.

Provision for impairment (or the ECL) is established based from full lifetime ECL and when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivable. The amount of the impairment is the difference between the asset's carrying amount and the present value of the estimated future cash flows, discounted at effective interest rate.

Cash and cash equivalents

Cash and cash equivalents comprise on demand deposits held with banks.

Trade and other payables

Trade payables are initially measured at fair value, and subsequently measured at amortised cost, using the effective interest rate method.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its liabilities. Equity instruments issued by a group entity are recorded at the proceeds received, net of any direct issue costs.

 

Notes to the Consolidated Financial Statements

for the year ended 31 December 2023

2. Accounting Policies - continued

Taxation

Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the year end date. Deferred taxation is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred tax arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting, nor taxable profit or loss, it is not accounted for. Deferred tax is determined using tax rates and laws that have been enacted (or substantively enacted) by the year end date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Share based payments

The Company has historically issued warrants and share options in consideration for services. The fair value of the warrants have been treated as part of the cost of the service received and is charged to share premium with a corresponding increase in the share based payment reserve. All subscriber warrants issued in the prior years had already lapsed, thus the share based payment reserve was transferred to retained earnings. In 2021 and 2020, the Group issued warrants (see note 14) as part of the total consideration for the acquisition of exploration licenses (see note 9), for which the value attributable to the warrants is £Nil.

Standards, amendments and interpretations to existing standards that are effective in 2023

The following table lists the recent changes to Accounting Standards that are required to be applied for accounting periods beginning on or after 1 January 2023. None of these have had no significant impact on the consolidated financial statements:

Effect annual periods

beginning before or after

IFRS 17 Insurance Contracts                                                                                                                               1st January 2023

Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS

  Practice Statement 2                                                                                                                                            1st January 2023

Definition of Accounting Estimates - Amendments to IAS 8                                                                        1st January 2023

Deferred tax relating to Assets and Liabilities arising from a Single

  Transaction - Amendments to IAS 12                                                                                                             1st January 2023

International Tax Reform - Pillar Two Model Rules - Amendments to IAS 12                                        1st January 2023

New standards and interpretations to existing standards that are not yet effective or have not been early adopted

At the date of authorisation of these consolidated financial statements, the following standards and interpretations were in issue but not yet mandatorily effective and have not been applied in these financial statements:

Effect annual periods

beginning before or after

Classification of Liabilities as Current or Non-current - Amendments to IAS 1                                         1st January 2024

Non-current Liabilities with Covenants - Amendments to IAS 1                                                                  1st January 2024

Lease Liability in a Sale and Leaseback (Amendments to IFRS 16                                                             1st January 2024

Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7                                                          1st January 2024

Lack of Exchangeability (Amendments to IAS 21)                                                                                         1st January 2025

 

The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the consolidated financial statements.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2023

2. Accounting Policies - continued

The Company assessed that there is no significant impact of the adoption of the new or amended Accounting Standards and Interpretations on the Company's financial statements. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

 

3. Critical accounting estimates and judgements

The critical accounting estimates and judgements made by the Group regarding the future or other key sources of estimation, uncertainty and judgement that may have a significant risk of giving rise to a material adjustment to the carrying values of assets and liabilities within the next financial year are:

Critical judgements in applying the group's accounting policies

Going concern

The preparation of the financial statements is based on the going concern assumption as disclosed in note 2. The Board of Directors, after taking into consideration the additional funding received, believe the going concern assumption is appropriate.

Determining capitalizable exploration and evaluation expenditures

The application of the Group's accounting policy for exploration and evaluation expenditure requires judgement to determine whether future economic benefits are likely from either future exploration or sale, or whether activities has not reached a stage that permits a reasonable assessment of the existence of reserves.

In addition to applying judgement to determine whether future economic benefits are likely to arise from the Group's exploration and evaluation assets, or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves, the Group has to apply a number of estimates and assumptions.  The determination of Joint Ore Reserves Committee (JORC) resource is itself an estimation process that involves varying degree of uncertainty depending on how the resources are classified.

The estimation directly impacts when the Group defers exploration and evaluation expenditure. The deferral policy requirements management to make certain estimates and assumptions about future events and circumstances, particularly, whether an economically viable extraction operation can be established.

Any such estimates and assumptions may change as new information becomes available. If, after expenditure is capitalised, information becomes available suggesting that the recovery of expenditure is unlikely, the relevant capitalised amount is written off to the statement of profit or loss and other comprehensive income in the period when the new information becomes available.

Impairment of exploration and evaluation assets

Impairment of exploration and evaluation expenditure is subject to significant estimation, due to the complexity of the accounting requirements and the significant judgement required in determining the assumptions to be used to estimate the recoverable amount. As at 31 December 2023, the Board of Directors are satisfied that no impairment exists as outlined in note 9.

If, after expenditure is capitalised, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalised is written off in profit and loss in the period when the new information becomes available.  As at 31 December 2023, no such information is available to suggest that the expenditure is not recoverable.

 

Notes to the Consolidated Financial Statements

for the year ended 31 December 2023

 

3. Critical accounting estimates and judgements - continued

Determination of functional currency

As at 1 January 2021, the functional currency of the Company is the Pounds Sterling ("£"). The Board of Directors considered that the Group's source of funding is predominantly £ denominated. As a result, the Directors have determined that £ is the currency which best reflects the underlying transactions, events and conditions relevant to the Group with effect from 1 January 2021 ("the effective date of the change").

Parent company statement of financial position - impairment of the investment in a subsidiary and related party receivables

The Company's investments in its subsidiaries are carried at cost less provision for impairment. The values of the investments are inherently linked to the assets held by and or the performance of the subsidiaries and an impairment review is undertaken by management annually to assess whether any permanent diminution in value has occurred.

At the reporting date, the Australian subsidiaries had net liability of £530,993 (AUD 992,956) (2022: £507,407 (AUD 901,266)). As noted above, the Board of Directors do not consider that the exploration and evaluation assets are impaired. No facts or circumstances were noted that the projects are not viable. Accordingly, no impairment of the investment in and loan to the Australian subsidiaries of £104,105 (2022: 104,105) and £ 6,411,909 (2022: £5,273,575 ), respectively, were recognised.

Valuation of warrants

As described in note 14, the fair value of any warrants granted was calculated using the Binomial Option Pricing model which requires the input of highly subjective assumptions, including volatility of the share price. Changes in subjective input assumptions may materially affect the fair value estimate.

 

4. Segmental analysis

Management has determined the operating segments by considering the business from both a geographic and product perspective. For management purposes, the Group is currently organised into a single operating division, resource evaluation (Australia). The division is the business segment for which the Group reports its segment information internally to the Board of Directors.

 

5. Administrative expenses

		2023	2022
		£	£
Fees payable to the Company's auditor for the audit of the consolidated financial statements		48,640	38,700
Other administrative costs		924,340	778,247
Remuneration of directors of the Group		297,916	300,000
		1,270,896	1,116,947

 

Remuneration to the directors of the Group may be settled via the issue of equity in the Company and cash, as disclosed in note 19.

 

 

Notes to the Consolidated Financial Statements

for the year ended 31 December 2023

 

6. Taxation

The Company is subject to corporation tax in Gibraltar on any profits, which are accrued in or derived from Gibraltar or any passive income which is taxable. The corporation tax rate in Gibraltar for the year ended 31 December 2022 is 12.5%. There was an increase in the corporate tax in Gibraltar to 12.5% effective from 1 August 2021; the rate prior to the effectivity of the new rate was 10%. The Company has no operations in Gibraltar which are taxable.

The Company has taxable losses to carry forward, consequently no provision for corporate tax has been made in these financial statements.

The Group's subsidiary, Wishbone Gold Pty Ltd, is subject to corporate income tax in Australia. The corporate income tax rate in Australia for the year ended 31 December 2023 is 25% (2022: 25%).

This subsidiary has taxable losses to carry forward, consequently no provision for corporate tax has been made in these financial statements.

Note that there are no group taxation provisions under the tax laws of Gibraltar.

As at 31 December 2023 and as at 31 December 2022, the Company has no deferred tax assets and no deferred tax liabilities.

 

7. Loss per share

		2023	2022
		£	£
Loss for the purpose of basic loss per share being net loss attributable to equity owners of parent		(1,269,962)	(1,140,210 )
Loss for the purpose of diluted earnings per share		(1,269,962)	(1,140,210)
Number of shares:
Weighted average number of new ordinary shares
Issued ordinary shares at the beginning of the year		181,343,651	173,795,213
Effect of share issues after reorganisation		78,827,440	7,548,438
Weighted average number of new ordinary shares at 31 December		260,171,091	181,343,651
Basic loss per share (pence)		(0.488)	(0.629)

Due to the Company and the Group being loss making, the share warrants (note 14) are antidilutive.

 

8. Trade and other receivables

		2023	2022
Group		£	£
Other receivable		775,276	122,278
Prepayments		17,995	31,452
Deposits		43,904	46,728
		837,175	200,458

 

		2023	2022
Company		£	£
Other receivable		717,260	11,320
Prepayments		17,995	31,452
		735,255	42,772

Notes to the Consolidated Financial Statements
for the year ended 31 December 2023

 

9. Intangible assets

		Exploration & evaluation assets
Group		£
Cost
At 1 January 2022		1,460,055
Additions		3,377,051
Foreign exchange revaluation		63,067
At 31 December 2022		4,900,173
At 1 January 2023		4,900,173
Additions		1,644,710
Foreign exchange revaluation		(245,733)
At 31 December 2023		6,299,150

 

The Group holds Exploration Permits for Mining ("EPMs") to four tenements in Queensland, Australia and seven exploration licenses in Western Australia. The renewal of the EPMs is for a maximum further period of 5 years. Permits are not automatically renewed but require an application to the Queensland Department of Natural Resources and Mines.

In 2023, Group acquired additional exploration license in Western Australia for a total deemed consideration of £425,000 (2022: £370,192) which consists of cash amounting to £nil (2022: £50,000), shares of stocks with deemed value of £425,000 (2021: £320,193) and share warrants valued at nil (see notes 12 and 14).

The total additions in 2023 is composed of the following:

                                                                                                                                                                                                   £

Western Australia Crescent East / Mosquito Creek Acquisition		425,000
Western Australia exploration costs		1,192,105
Queensland exploration costs		27,605
Total additions		1,644,710

 

 

10. Investments

     Shares in subsidiary undertakings

		2023	2022
Company		£	£
Cost
As at 1 January		697,329	697,329
Disposal		(593,224)	-
As at 31 December		104,105	697,329
Accumulated Impairment
As at 1 January		(593,224)	(593,224)
Disposal		593,224	-
As at 31 December		-	(593,224)
Net Book Value
As at 31 December		104,105	104,105

 

Notes to the Consolidated Financial Statements
for the year ended 31 December 2023

 

10. Investments - continued

Company		Class of shares held	% held	Country of registration or incorporation	Cost of Investment £
Wishbone Gold Pty Ltd		110,000,000 ordinary shares of GBP 0.001 each	100%	Australia	104,105
Wishbone Gold WA Pty Ltd		100 ordinary shares of AUD 1 each	100%	Australia	-

 

Wishbone Gold Pty Ltd is an exploration company. The Company is incorporated in Australia and the registered office address is c/o RSM, Level 6, 340 Adelaide St, Brisbane City 4000, Australia.

Wishbone Gold WA Pty Ltd is also an exploration company. The company is incorporated in Australia and the registered office address is c/o RSM, Level 6, 340 Adelaide St, Brisbane City 4000, Australia.

The cost of the investments in Wishbone Gold WA Pty Ltd is negligible and has not been recognised.

 

11. Current liabilities

		2023	2022
		£	£
Group
Trade payables		827,704	571,308
Accruals and deferred income		80,293	61,366
		907,997	632,674

 

		2023	2022
Company		£	£
Trade payables		34,113	85,553
Accruals and deferred income		53,570	36,497
		87,683	122,050

Trade payables include amounts due to directors of £ nil (2022: £62,424) as disclosed in Note 20.

 

Notes to the Consolidated Financial Statements
for the year ended 31 December 2023

 

12. Share capital - Group and Company

											2023			2022
Authorised:											£			£
8,000,000,000 Ordinary Shares of £0.001 each											8,000,000			8,000,000
Allotted and called up:
	2023 Number of shares			2023 Share capital £		2023 Share premium £			2022 Number of shares			2022 Share capital £		2022   Share premium £
As at 1 January	198,912,868			3,016,333		14,368,967			173,795,213			2,991,216		11,698,892
Placing of shares	78,827,440			78,828		1,763,612			25,117,655			25,117		2,670,075
Settlement of liability through shares (see note 10)	-			-		-			-			-		-
Exercise of warrants issued last year with shares issued this year	-			-		-			-			-		-
As at 31 December	277,740,308			3,095,161		16,132,579			198,912,868			3,016,333		14,368,967

 

Share allotments and issuances during the year, including comparative, are laid out below:

On 11 March 2022, the Company issued 238,095 warrants at an exercise price of 10.5 pence per share.

On 6 September 2022, the Company issued 22,946,860 new ordinary shares of 0.1 pence each at a price of 10.35 pence per share which equates to £2,375,000, following the expansion of the Red Setter and Halo projects. The Company has also issued 13,047,101 warrants at an exercise price of 20 pence per share.

On 18 November 2022, the Company issued 2,170,795 new ordinary shares of 0.1 pence each at a price of 14.75 pence per share which equates to £320,193 following the completion of the Anketell Project acquisition.

On 1 August 2023, the Company issued 59,059,997 new ordinary shares of 0.1 pence each at a price of 2.4 pence per share which equates to £1,417,440.

On 22 November 2023, the Company issued 1,162,790 new ordinary shares of 0.1 pence each (the "Ordinary Shares") at a price of 2.15 pence per share equating to £25,000 to pay for the Option Fee of the Crescent East Lithium and Gold Project.

On 19 December 2023, the Company issued 18,604,652 new ordinary shares of 0.1 pence each (the "Ordinary Shares") at a price of 2.15 pence per share equating to £400,000 to complete the acquisition of the Crescent East Lithium and Gold Project.

Ordinary shares carry a right to receive notice of, attend, or vote at any Annual General and Extraordinary General Meetings of the company. The holders are entitled to receive dividends declared and paid by the Company.

 

Notes to the Consolidated Financial Statements
for the year ended 31 December 2023

 

13. Investment loans

As at 31 December 2023, there are no outstanding loans due from third parties.

		2023	2022
Company		£	£
Non-Current
Amounts owed by subsidiary undertakings (note 19)		6,411,909	5,273,575
		6,411,909	5,273,575

 

14. Share based payments

Details of the warrants and share options in issue during the year ended 31 December are as follows:

	Number of Warrants / options 2023	Average exercise price 2023	Number of Warrants / options 2022	Average exercise price 2022
	No	£	No	£
Outstanding at 1 January	20,385,196	0.1871	8,951,851	0.1040
Lapsed/terminated during the year	(5,600,000)	0.1936	(1,851,851)	0.1400
Issued during the year	75,000,000	0.0150	13,285,196	0.1941
Exercised during the year	-	-	-	-
Outstanding at 31 December	89,785,196	0.0410	20,385,196	0.1871

 

The outstanding warrants and share options break down are as follows: 25,000,000 warrants with exercise price of £0.01 per share valid up to November 2025; 25,000,000 warrants with exercise price of £0.015 per share valid up to November 2025; 25,000,000 warrants with exercise price of £0.02 per share valid up to November 2027; 1,000,000 warrants with exercise price of £0.10 per share valid up to September 2024; 1,500,000 warrants with exercise price of £0.10 per share valid up to February 2026; 573,671 warrants with exercise price of £0.104 per share valid up to September 2024; 238,095 warrants with exercise price of £0.105 per share valid up to March 2024; and 11,473,430 warrants with exercise price of £0.20 per share valid up to September 2024.

Fair value is measured by use of the Binomial Option Pricing Model with the assumption of 5% future market volatility and a future interest rate of 1.63% (2022: 1.63%) per annum based on the current economic climate. The fair value of share warrants granted in 2023 was £nil (2022: £nil). The fair value of share warrants outstanding as at 31 December 2023 is £72,987 (2022: £72,987).

 

15. Financial instruments

The Group's financial instruments comprise of cash and cash equivalents, borrowings and items such as trade payables which arise directly from its operations. The main purpose of these financial instruments is to provide finance for the Group's operations.

Classification of financial instruments

All Group's financial assets are classified at amortised cost. All of the Group's financial liabilities classified as other financial liabilities are also held at amortised cost. The carrying value of all financial instruments approximates to their fair value.

Fair values of financial instruments

In the opinion of the directors, the book values of financial assets and liabilities represent their fair values.

 

Notes to the Consolidated Financial Statements
for the year ended 31 December 2023

 

16. Financial risk management

The Group's operations expose it to a variety of financial risks including credit risk, liquidity risk, interest rate risk and foreign currency exchange rate risk. The Directors do not believe the Group is exposed to any material equity price risk. The policies are set by the Board of Directors.

Credit risk

Credit risk is the risk that a counterparty will be unable or unwilling to meet the commitments that it has entered into with the Group. Credit risk arises from cash and cash equivalents, and trade and other receivables (including the Company's receivables from related parties). As for the cash and cash equivalents, these are deposited at reputable financial institutions, therefore management do not consider the credit risk to be significant.

The carrying amount of financial assets represents the maximum credit exposure. The maximum credit exposure to credit risk at the reporting date was £855,401 (2022: £1,662,200).

Based on this information, the directors believe that there is a low credit risk arising from these financial assets.

Interest rate risk

The Group's interest-bearing assets comprise only cash and cash equivalents and earn interest at a variable rate. The Group has a policy of maintaining debt at fixed rates which are agreed at the time of acquiring debt to ensure certainty of future interest cash flows. The directors will revisit the appropriateness of the policy should the Group's operations change in size or nature.

No sensitivity analysis for interest rate risk has been presented as any changes in the rates of interest applied to cash balances would have no significant effect on either profit or loss or equity.

The Group has not entered into any derivative transactions during the year under review.

Liquidity risk

The Group actively maintains cash balances that are designed to ensure that sufficient funds are available for operations and planned expansions. The Group monitors its levels of working capital to ensure that it can meet its debt repayments as they fall due. All of the Group's financial liabilities are measured at amortised cost. Details of the Group's funding requirements are set out in note 18.

Non-derivative financial liabilities, comprising loans payable, trade payables and accruals of £924,426 (2022: £632,674) are repayable within 1-12 months from the year end, apart from directors' fees. The amounts represent the contractual undiscounted cash flows, balances due equal their carrying balances as the impact of discounting is not significant.

Foreign currency exchange rate risk

The Group undertakes certain transactions in foreign currencies. Hence, exposure to exchange rate fluctuations arises.

The Group incurs foreign currency risk on transactions denominated in currencies other than its functional currency. The principal currency that gives rise to this risk at Group level is the Australian Dollar. At the year end, the Group's exposure to the currency is minimal; accordingly, any increase or decrease in the exchange rates relative to the functional currency would not have a significant effect on the financial statements.

 

 

Notes to the Consolidated Financial Statements
for the year ended 31 December 2023

 

17. Capital management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. The Group defines capital as being share capital plus reserves. The Board of Directors monitor the level of capital as compared to the Group's commitments and adjusts the level of capital as is determined to be necessary, by issuing new shares. The Group is not subject to any externally imposed capital requirements. There were no changes in the Group's approach to capital management during the year.

 

18. Commitments

Annual expenditure commitments

In order to maintain current rights of tenure to exploration tenements, the Group is required to perform minimum exploration work to meet the minimum expenditure requirements specified by various authorities.

These obligations are subject to periodic renegotiations and authorities allow overspend from previous years to be applied. The Group's planned spend through its exploration contractors are as follows:

 

		2023	2022
		£	£
Within one year		347,434	460,297
After one year but not more than five years		483,328	754,394
		830,762	1,214,691

 

19. Related parties

The Company wholly owns Wishbone Gold Pty Ltd, an Australian entity that is engaged in the exploration of gold in Australia. The Company's investment in Wishbone Pty Ltd was £104,500 as at 31 December 2023 and 2022. The financial and operating results of this subsidiary have been consolidated in these financial statements.

Wishbone Gold Pty Ltd, as at 31 December 2023, has a loan outstanding from Wishbone Gold Plc of the following amounts:

		2023	2022
		£	£
Outstanding at 1 January		4,021,181	1,541,554
Additions during the year		713,333	2,479,627
Outstanding at 31 December		4,734,514	4,021,181

Wishbone Gold WA Pty Ltd, as at 31 December 2023, has a loan outstanding from Wishbone Gold Plc of the following amounts:

		2023	2024
		£	£
Outstanding at 1 January		1,252,394	857,202
Additions during the year		425,000	395,192
Outstanding at 31 December		1,677,394	1,252,394

The intercompany loans are repayable on demand and do not attract any interest.

Notes to the Consolidated Financial Statements
for the year ended 31 December 2023

 

19. Related parties - continued

The following summarises the fees incurred in respect of directors' and officers' services for the year ended 31 December 2023 and 2022, and the amounts settled by the Company by way of share issues and cash.

31 December 2023		Balance as at 1 January 2023		Charge for the year		Settled in shares		Settled in cash		Balance as at 31 December 2023
		£		£		£		£		£
Richard Poulden		16,667		200,000		-		(213,235 )		-
Jonathan Harrison		2,083		25,000		-		(27,083 )		-
Alan Gravett		2,083		25,000		-		(27,083 )		-
Professor Michael Mainelli		2,083		20,833		-		(22,916 )		-
David Hutchins		2,083		25,000		-		(27,083 )		-
Total		24,999		295,833		-		(317,400 )		-
31 December 2022			Balance as at 1 January 2022		Charge for the year		Settled in shares		Settled in cash	Balance as at 31 December 2022
			£		£		£		£	£
Richard Poulden			13,235		200,000		-		(196,568)	16,667
Jonathan Harrison			-		25,000		-		(22,917)	2,083
Alan Gravett			-		25,000		-		(22,917)	2,083
Professor Michael Mainelli			-		25,000		-		(22,917)	2,083
David Hutchins			-		25,000		-		(22,917)	2,083
Total			13,235		300,000		-		(288,236)	24,999

 

Consultancy fees paid to Richard Poulden include fees paid to Black Swan Plc of which he is also the Chairman. In addition, Jonathan Harrison's services are billed by Easy Business Consulting Limited, in which Jonathan Harrison, a director of the Company, has an interest, for consultancy services. Professor Michael Mainelli's services are billed by Z/Yen Group Limited, in which Professor Michael Mainelli, a director of the Company, has an interest, for consulting services.

 

20. Ultimate controlling party

The directors believe that there is no single ultimate controlling party.

 

Notes to the Consolidated Financial Statements
for the year ended 31 December 2023

 

21. Events after the reporting date

The following events took place after the year end:

On 2 February 2024, the Company has raised £300,000 at a price of 1.2 pence per share and has issued a total of 25,000,000 new Ordinary Shares of 0.1 pence each.

On 15 March 2024, initial results from the diamond drill program at Cottesloe Project has confirmed overall exploration model for a major sediment hosted metals system focused on base metals and silver.

On 30 April 2024, Wishbone announced the passing of one of its Non-Executive director, Alan Gravett.

On 24 May 2024, the Company has received a notice to exercise warrants over a total of 25,000,000 new ordinary shares of 0.1 pence each which was issued at 1.0 pence per share. The exercise consideration is £250,000.

 

22. Availability of accounts

The full report and accounts are being posted on the Company's website, www.wishbonegold.com.

 

23. Contingent liability

There is some risk that native title, as established by the High Court of Australia's decision in the Mabo case, exists over some of the land over which Wishbone Gold Pty and Wishbone Gold WA hold tenements or over land required for access purposes. Wishbone has historically had good relationships with Indigenous Australians and the board will do their utmost to continue this.

Nonetheless we have to state that the Group is unable to determine the prospects for success or otherwise of the future claims and, in any event, whether or not and to what extent the future claims may significantly affect Wishbone Gold or its projects.

There are no contingent liabilities outstanding at 31 December 2023 and 31 December 2022.